| Pursuant to the provisions
of the Pennsylvania Nonprofit Corporation Law of 1988
(the “Act”), the Members adopt the following Bylaws: |
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| Purpose |
| 1.1
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The purpose of this Corporation
is to provide for the preservation, promotion, appreciation
and enhancement of Blues music, on a nonprofit basis consistent
with the provisions set forth in the Corporation’s Articles
of Incorporation. |
| 1.2
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The Corporation is organized
and shall be operated exclusively for charitable purposes
within the meaning of §501(c)(3) of the Internal Revenue
Code of 1986, as amended, or any successor statute (the
“Tax Code”). |
| 1.3
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Subject to the express limitations
and restrictions contained in this Article 1 and in Article
2 below, the Corporation may engage in any lawful activity
for which corporations may be organized under the Act.
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| Restrictions |
| 2.1
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No part of the net earnings
of the Corporation shall inure to the benefit of, or be
distributable to, its Directors, Officers, or other private
persons; except that the Corporation may pay reasonable
compensation for services rendered, and may make payments
and distributions in furtherance of its purposes. |
| 2.2
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No substantial part of the
activities of the Corporation shall consist of carrying
on propaganda or otherwise attempting to influence legislation,
except to the extent permissible under §501(h) of the
Tax Code. The Corporation shall not participate in, or
intervene in (including the publishing or distributing
of statements), any political campaign on behalf of (or
in opposition to) any candidate for public office. |
| 2.3
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The Corporation shall not carry
on any other activities not permitted to be carried on
by |
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(a)
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a corporation exempt from federal
income tax under §501(c)(3) of the Tax Code, or |
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(b) |
a corporation to which contributions
are deductible under §170(c)(2) of the Tax Code. |
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| Corporate Offices
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|
3.1 |
The Corporation shall have
such offices as the Board of Directors may designate.
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| Membership |
| 4.1
|
The Corporation shall offer
membership to the general public on an annual basis and
for an annual fee or dues in an amount to be designated
by the Board of Directors. Such members shall be entitled
to vote at the annual meeting to be held in December as
provided in §5.1, and at any regular or special membership
meeting at which action on any proposed Amendment or Amendments
to these Bylaws will be taken. |
| 4.2 |
Except
by reason of nonpayment of dues, no Member may be expelled
or suspended, and no membership may be terminated or suspended
by the Board of Directors except pursuant to a procedure
which is fair and reasonable taking into consideration
all of the relevant facts and circumstances. |
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4.2.1 |
Such procedure shall provide: |
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(a)
Not less than fifteen (15) days prior written notice of
the expulsion, suspension or termination and the reasons
therefore; and |
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|
(b)
An opportunity for the Member to be heard by the Board
of Directors, orally or in writing, not less than five
(5) days before the effective date of the expulsion, suspension
or termination. |
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4.2.2 |
Any written notice given by
mail must be given by first class or certified mail sent
to the last address of the Member shown on the Corporation’s
records. |
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4.2.3 |
Members may only be expelled,
suspended or terminated upon a majority vote of the Board
of Directors. |
| 4.3 |
No person shall exercise any
rights of membership if that person’s membership dues
are not paid in full. |
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| Membership Meetings |
| 5.1 |
Annual
Meeting: The annual meeting of the membership shall
be held on the first Thursday of December for the purpose
of electing Officers, and for the transaction of other
business. If the election of Officers cannot be or is
not to be held on the date designated for the annual meeting,
the Board of Directors shall cause the elections to be
held at a special meeting of the Members as soon thereafter
as convenient. |
| 5.2 |
Special
Meetings: Special meetings of the Members for any
purpose may be called by the President or by the Board
of Directors. Notice of special meetings shall be delivered
by first class mail not less than seven (7) nor more than
thirty (30) days before the date of the meeting to each
Member, and shall be deemed delivered three (3) days after
deposit in the U.S. mail. |
| 5.3 |
Monthly
Meetings: Monthly meetings shall be held on the
first Thursday of each month, at the place and time designated,
and Corporate business shall be transacted at each such
monthly meeting as needs require, just as in the case
of special meetings described above. |
| 5.4 |
Place
of Meetings: The Board of Directors may designate
any time or place as the place of meeting for any meeting.
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| 5.5 |
Voting
Lists: The Membership Secretary shall maintain
a Membership List, which includes every Member’s name
and address. This list shall be subject to inspection
by the Board of Directors at any Board meeting or any
other convenient time. |
| 5.6 |
Voting:
For the annual election of Officers, written ballots will
be distributed, one for each Member present at the meeting
held for purposes of election. Ballots will be given only
to Members whose membership status is in good standing.
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| 5.7 |
Nomination
of Candidates: A Nominating Committee shall be
appointed by the Board of Directors, which shall prepare
a slate of candidates for offices. The slate of candidates
for offices shall be mailed to the membership prior to
the meeting designated for election. Only Members of the
Corporation shall qualify for nomination of Officers.
Members may write in their own candidates for any office
on the ballot. |
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| Board of Directors |
| 6.1 |
Size:
There shall be between five (5) and fifteen (15)
Directors, including Officers. The exact number shall
be determined from time to time by the Board. No reduction
in the size of the Board shall serve to cut short the
term of any Director. |
| 6.2 |
Compensation
and Election: The Board shall consist of five (5)
Officers and such additional non-Officer Directors as
are determined under §6.1. The initial Directors, as designated
in the Corporation’s Articles of Incorporation, who are
also initial Officers, as designated in §7.8 of these
Bylaws, shall serve through December 31, 2005. Any initial
non- Officer Directors, as designated in the Corporation’s
Articles of Incorporation, shall serve through July 2005.
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6.2.1 |
Officers shall be elected as
provided in §7.2. |
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6.2.2 |
Commencing in July 2005, non-Officer
Directors shall be elected by the Board at the first scheduled
Board meeting in July. |
| 6.3 |
Authority:
The business and affairs of this Corporation shall
be managed exclusively and entirely by the Board of Directors.
No member of the association is authorized to act on behalf
of the Corporation without the approval of the Board of
Directors. |
| 6.4 |
Meetings:
The Board of Directors shall meet at least monthly
to discuss Corporation business, and changes to the Bylaws.
Regular meetings shall be arranged, both as to time and
location, and noted in the minutes. Any member of the
Corporation may attend the first scheduled Board meeting
of the month and address the Board. However, portions
of any meeting may be held in executive session upon direction
of the President. While in Executive Session, only Directors
and specific invitees of the President may attend. Special
meetings may be held upon call and notice by the President,
or upon resolution of the Board of Directors. Directors
shall be notified by mail or telephone of such special
meetings. |
| 6.5 |
Annual
Meeting: The Board of Directors shall meet following
the election of Officers. |
| 6.6 |
Quorum:
A quorum of the Board of Directors shall be necessary
to conduct business; a quorum shall consist of at least
one-third of the Directors in office. |
| 6.7 |
Voting:
A resolution of the Board of Directors shall be
determined by a majority vote of Directors in attendance
at the meeting. Written ballots may be requested by any
Director.
6.8 Director Conflict of Interest: Any Director can be
disqualified from voting when a case of potential conflict
of interest is determined by a majority of votes cast
by the remaining Directors. A potential conflict of interest
exists if one or more Directors could experience direct
or indirect personal gain or loss due to the outcome of
a Board resolution. Directors have an affirmative duty
to disclose to the Board of Directors all material facts
of any potential conflict of interest. Actions of the
Board are not voidable on the grounds of conflict of interest
except as provided by the Act. |
| 6.9 |
Term,
Commencement of Term: Directors shall serve for
a one-year term. Officers shall begin serving on January
1st after the election. At-Large Directors will begin
serving immediately after their election or appointment.
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| 6.10 |
Removal
of Directors. At any regular or special meeting
of the Board of Directors, one or more of the Directors
may be removed by a majority vote of Directors in office
on the date of such meeting, and a successor may be elected
by the Board of Directors. A Director whose removal is
proposed shall be given an opportunity to address the
Board of Directors prior to the vote for his or her removal. |
| 6.11 |
Resignation
of Directors. Any Director may resign at any time
by giving written notice to the Board, the President,
or the Secretary of the Corporation. The effectiveness
of such resignation shall not prejudice the rights, if
any, of the Corporation against the Director so resigning.
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| 6.12 |
Vacancies.
A vacancy which occurs among the Board of Directors shall
be filled by a majority vote of the remaining Directors.
A Director elected to fill a vacancy shall serve the unexpired
term of his or her predecessor in office. |
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| Officers |
| 7.1 |
Enumeration:
There shall be a President, a Vice-President, a Secretary,
a Membership Secretary, and a Treasurer. No person shall
hold more than one office. |
| 7.2 |
Election
of Officers: The initial Officers,
as designated hereunder in §7.8, shall serve through December
31, 2005. Thereafter, Officers shall be elected by vote
of the general membership at the annual membership meeting
held in December as provided in §5.1. Officers shall be
elected by individual ballot. |
| 7.3 |
President:
The President shall supervise and direct the business
of the Corporation. In addition, the President shall preside
at meetings of the Members and of the Board of Directors.
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| 7.4 |
Vice-President:
In the absence of the President, or as occasionally
designated by the President of the Board of Directors,
the Vice-President shall perform the duties of the President.
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| 7.3 |
Secretary: The
Secretary shall keep minutes of all meetings of the Membership
and Board of Directors, see that all notices are given
in accordance with these Bylaws as required by law, and
be custodian of the corporate records. The Secretary shall
maintain a list of all generally authorized Blues Society
of Western Pennsylvania activities. |
| 7.6 |
Membership
Secretary: The Membership Secretary shall keep
the Membership roster current and accurate. |
| 7.7 |
Treasurer:
The Treasurer shall have charge of,
custody of, and control of all funds of the corporation,
shall give and receive monies payable and due to the Corporation
from any sources, and deposit such money in the name of
the Corporation in such banks as may be selected in accordance
with these Bylaws. The Treasurer shall maintain a list
of generally authorized monetary expenditures approved
by the Board. The Treasurer shall be custodian of all
financial records, invoices and receipts of the Corporation.
The Treasurer shall provide a financial status report
to the Board each month, which includes all financial
transactions of the Corporation. |
| 7.8
|
Initial
Officers: The initial Officers of the Corporation
shall be as follows: |
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7.8.1 |
President,
Terrence M. O’Brien |
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7.8.2 |
Vice-President, George H. Geist |
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7.8.3 |
Secretary,
Val Scott |
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7.8.4 |
Membership Secretary, Mark
Scott |
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7.8.5 |
Treasurer,
Pamela S. Geist |
| 7.9 |
Compensation:
No Officer shall receive financial
compensation for his or her services as an Officer of
the Corporation. |
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| Contracts, Checks, and
Deposits |
| 8.1 |
Contracts:
No contract may be made in the name
of the Corporation without the approval of the Board of
Directors. Such approval may be granted in general or
confined to specific instances. |
| 8.2 |
Loans:
No loan may be made or entered
into on behalf of the Corporation unless authorized by
the Board of Directors in writing. |
| 8.3 |
Disbursements:
The Board of Directors shall approve
the writing of all checks, or payment of money by the
Corporation. Such approval may be granted in general or
confined to specific instances. Dispersal of petty cash
shall adhere to guidelines established by the Board. |
| 8.4 |
Banking:
All funds of the corporation
shall be deposited to the credit of the Corporation in
such banks or trust companies or other depositories as
the Board of Directors may select. |
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| Limitation of Liability;
Indemnification |
| 9.1 |
Limitation
of Director’s Liability: No
Director, or uncompensated Officer, of the corporation
shall be personally liable for monetary damages as such
for any action taken or any failure to take any action
unless: |
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(a)
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The Director has breached
or failed to perform the duties of his or her office under
§8363 of the Pennsylvania Directors’ Liability Act (42)
Pa.C.S. §8363) or under §3512 of the Associations Code
(15 Pa.C.S. §512) or any amendment, supplement, or re-enactment
thereof (relating to standard of care and justifiable
reliance); and, |
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(b) |
The breach or failure
to perform constitutes self-dealing, willful misconduct
or recklessness; provided, however, that the provisions
of this Section shall not apply to the responsibility
or liability of a Director pursuant to any criminal statute,
or to the liability of a Director for the payment of taxes
pursuant to Local, State, or Federal Law.
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| 9.2 |
Indemnification
of Directors and Officers. Each
person who is or was a Director or Officer of the Corporation
(including the heirs, executors, administrators of the
estate of such person) shall be indemnified and held harmless
by the Corporation for all actions taken by him/her and
for all failures to take action (regardless of the date
of any such action or failure to take action) to the fullest
extent permitted by Pennsylvania law against all expense,
liability and loss (including without limitation attorneys’
fees, judgments, fines, taxes, penalties, and amounts
paid or to be paid in settlement) reasonably incurred
or suffered by such Director or Officer in any such person’s
capacity as Director or Officer, or arising out of such
person’s status as Director or Officer. No indemnification
pursuant to this Section shall be made, however, in any
case where the act or failure to act giving rise to the
claim for indemnification is determined by a court to
have constituted misconduct or recklessness. |
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| Amendments to Bylaws |
| 10.1 |
How
Proposed: Amendments to these Bylaws shall be proposed
by either a majority of the Board or by Members having
one-third of the votes entitled to be cast for such amendment.
The proposed amendment must be reduced to writing and
shall be included in the notice of any meeting at which
action is to be taken thereon. |
| 10.2 |
Adoption:
The proposed amendment may be adopted by the Membership
at a regular or special meeting of the Members called
for that purpose. However, those provisions of these Bylaws
that are governed by the Articles of Incorporation of
this Corporation or by the Act may not be amended except
as provided in the Articles or in the Act. |
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| Other Business Items |
| 11.1 |
Committees:
The activities of the Corporation
shall be carried out by committees. The structure and
configuration of the committees shall be determined by
the Board of Directors. Each committee will operate under
the guidance of a committee chairperson within parameters
defined by its Charter, a written statement of its goals
and operations. All committee chairpersons will be assigned
by the Board of Directors. No committee shall engage in
any activity beyond the scope of its charter without the
approval of the Board. Committees shall regularly report
to the Board of Directors as prescribed by the Board.
The Board of Directors shall provide guidance and assistance
to the committee chairpersons. |
| 11.2 |
Fiscal
Year: The fiscal year of the
Corporation shall begin on January 1 and end on December
31 of each year. |
| 11.3 |
Corporate
Seal: The Board of Directors
may provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the
Corporation, the name of the State of Pennsylvania, and
the words “Corporate Seal.” |
| 11.4 |
Notice
and Waiver of Notice: |
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11.4.1 |
Notice: All
notices to the Corporation or to the Board shall be sent
care of the President, to the principal office of the
Corporation or to such other address as the Board may
herein designate from time to time. All Member notices
shall be sent to the last address designated by the Member
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11.4.2 |
Waiver:
Whenever any notice is required to be given to any Member
or Director of the Corporation under the provisions of
these Bylaws, the Articles of Incorporation, or by law,
a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving
of such notice. |
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